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Deutsche Bank Trust Co. Americas/ADR Group – ‘F-6’ on 6/22/21 re: Dingdong (Cayman) Ltd.

On:  Tuesday, 6/22/21, at 5:03pm ET   ·   Accession #:  950127-21-60   ·   File #:  333-257291

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/22/21  Deutsche Bank Tr Co Americas/… Gp F-6                    3:417K Dingdong (Cayman) Ltd.            White & Case LLP/FA

Registration Statement – Depositary Shares Evidenced by American Depositary Receipts (ADRs)   —   Form F-6   —   SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6         Registration Statement - Depositary Shares          HTML     43K 
                Evidenced by American Depositary Receipts (ADRs)                 
 3: EX-5        Ex (D) - Opinion                                    HTML      7K 
 2: EX-99       Ex (A) - Deposit Agreement                          HTML    299K

‘F-6’   —   Registration Statement – Depositary Shares Evidenced by American Depositary Receipts (ADRs)

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 

As filed with the Securities and Exchange Commission on  June 22, 2021
Registration No. 333-      


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

Dingdong (Cayman) Limited
(Exact name of issuer of deposited securities as specified in its charter)
Not Applicable
(Translation of issuer’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization of issuer)


Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter)

60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Steve Lin, Esq.
Kirkland & Ellis International LLP
29th Floor, China World Office 2
No. 1 Jian Guo Men Wai Avenue
Chaoyang District, Beijing 100004
People’s Republic of China
+86 10-5737-9315
David T. Zhang, Esq.
Kirkland & Ellis International LLP
c/o 26th Floor, Gloucester Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852 3761-3318
Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1400


It is proposed that this filing become effective under Rule 466:
□ immediately upon filing.
□ on (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box :  ☒

CALCULATION OF REGISTRATION FEE
Title of each class
of Securities to be registered
Amount to be registered
Proposed
maximum aggregate price per unit (1)
Proposed
maximum aggregate offering price (2)
Amount of registration fee
Each two American Depositary Shares, representing three
Class A ordinary shares of Dingdong (Cayman) Limited
750,000,000 American Depositary Shares
$0.05
$37,500,000
$4,091.25
1
For the purpose of this table only the term "unit" is defined as one American Depositary Share.
2
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
  
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

This registration statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Required Information
 
Location in Form of Receipt Filed Herewith as
Prospectus
 
 
 
 
 
1. 
Name of depositary and address of its principal executive office
 
Face of Receipt – introductory paragraph
 
 
 
 
 
 
2.     
Title of Receipts and identity of deposited securities
 
Face of Receipt – top center
 
 
 
 
 
Terms of Deposit:
 
 
 
 
 
 
 
 
(i) 
The amount of deposited securities represented by one American Depositary Share (“ADS”)
 
Face of Receipt – upper right corner
 
 
 
 
 
 
 
(ii) 
The procedure for voting the deposited securities
 
Reverse of Receipt – Articles 14 and 15
 
 
 
 
 
 
(iii) 
The procedure for collecting and distributing dividends
 
Reverse of Receipt – Articles 13 and 14
 
 
 
 
 
 
(iv) 
The procedures for transmitting notices, reports and proxy soliciting material
 
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
 
 
 
 
 
 
(v) 
The sale or exercise of rights
 
Reverse of Receipt – Articles 13 and 14
 
 
 
 
 
 
(vi) 
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
 
 
 
 
 
 
(vii) 
Amendment, extension or termination of the deposit arrangements
 
Reverse of Receipt – Articles 20 and 21 (no provision for extension)
 
 
 
 
 
 
(viii) 
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
 
Face of Receipt – Article 12
 
 
 
 
 
 
(ix) 
Restrictions upon the right to transfer or withdraw the underlying securities
 
Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
 
 
 
 
 
 
(x)    
Limitation on the depositary’s liability
 
Face of Receipt – Articles 6 and 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
 
 
 
 
 
3.     
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
 
Face of Receipt – Article 9
       
 



Item 2. AVAILABLE INFORMATION


Dingdong (Cayman) Limited (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and furnishes certain reports to, the Commission.  These reports can be retrieved from the Commission’s internet website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)
Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”).  — Filed herewith as Exhibit (a).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not applicable.
 
 
(d)
Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466. — Not applicable.
 
 
(f)
Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.
 
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADR, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an ADR thirty (30) days before any change in the fee schedule.
 





SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 22, 2021.
 
 
Legal entity created by the form of Deposit Agreement for the
issuance of Receipts for Class A ordinary shares, par value
US$0.000002 per share of Dingdong (Cayman) Limited.
 
Deutsche Bank Trust Company Americas, as Depositary
 
 
 
 
 
 
 
 
 
By: 
 /s/Michael Fitzpatrick
 
 
 
Name: 
 
   
Title:
Vice President
  
 
 
 
 
 
 
 
  
 
By: 
 /s/Michael Curran
  
 
 
Name: 
  
   
Title:
Vice President
  
 
 
 
  
 

 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, the People's Republic of China, on June 22, 2021.

 
 
Dingdong (Cayman) Limited
 
 
 
 
 
 
 
 
 
 
 
  
 
By: 
 /s/Changlin Liang
  
 
 
Name: 
  
   
Title:
Director and Chief Executive Officer
  
 
 
 
  

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Changlin Liang and Le Yu, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Under the requirements of the Securities Act, this registration statement has been signed by the following persons on June 22, 2021, in the capacities indicated.
 

Signature
  
Title
     
 /s/Changlin Liang
  
Director and Chief Executive Officer
(Principal Executive Officer)
   
     

 /s/Le Yu
  
Director and Chief Strategy Officer
(Principal Financial and Accounting Officer)
Name: Le Yu
    
     
 /s/Yi Ding
  
Director and Vice President
Name: Yi Ding
    
     
 /s/Eric Chi Zhang
  
Director
   
     


SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Dingdong (Cayman) Limited, has signed this registration statement in New York, New York, United States of America on June 22, 2021.


 
Cogency Global Inc.
Authorized U.S. Representative
       
       
 
By:
  
   
Name:
  
   
Title:
Senior Vice President
  
       











Index to Exhibits
 
Exhibit
Document
(a)
Form of Deposit Agreement
(d)
Opinion of White & Case LLP, counsel to the Depositary








Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-6’ Filing    Date    Other Filings
Filed on:6/22/218-A12B,  CORRESP,  F-1/A,  UPLOAD
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